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Online crowdfunding can be exempt from the registration requirements.

A) True
B) False

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Fact Pattern 7-1 College Bound, Inc., markets test and study prep materials and courses. College Bound wants to make an initial public offering of securities. The firm believes that it qualifies for an exemption under Regulation A from the full registration requirement of the Securities Act of 1933. -Refer to Fact Pattern 7-1. College Bound decides to sell its new securities via the Internet. Most likely, this offering​


A) ​will avoid high expenses.
B) ​is an investment scam.
C) ​is a Ponzi scheme.
D) ​constitutes insider trading.

E) All of the above
F) None of the above

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Orbital Flights, Inc., is required to register its securities under Section 12 of the Securities Exchange Act of 1934. Section 16(b) of the act covers​


A) ​the declaration of dividends by Orbital's board of directors.
B) ​the later re-registration of Orbital's securities.
C) ​the short-swing activities of Orbital's insiders.
D) ​the solicitation of proxies from Orbital's shareholders.

E) A) and B)
F) A) and C)

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OnSpec, Inc., and its officers, directors, and shareholders, buy and sell securities. Section 16(b) of the Securities Exchange Act of 1934 covers purchases and sales of securities involving​


A) ​corporate insiders.
B) ​misappropriation.
C) ​short-swing profits.
D) ​tippers and tippees.

E) A) and B)
F) B) and C)

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Grain Mills Corporation is required to register its securities under Section 12 of the Securities Exchange Act of 1934. Section 14(a) of the act regulates​


A) ​the declaration of dividends by the firm's board of directors.
B) ​the later re-registration of the firm's securities.
C) ​the short-swing activities of the firm's insiders.
D) ​the solicitation of proxies from the firm's shareholders.

E) None of the above
F) C) and D)

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Boats & Ships Corporation is a public company, which Colorado regulates and in which Dennis invests. The Sarbanes-Oxley Act of 2002 introduced direct federal corporate governance requirements to​


A) ​public companies.
B) ​private investors.
C) ​state regulators.
D) ​the Securities and Exchange Commission.

E) C) and D)
F) A) and C)

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Leo is the chief financial officer of Moneysworth Corporation, which is required to file certain financial statements with the Securities and Exchange Commission (SEC) . Under the Sarbanes-Oxley Act of 2002, Leo must personally​


A) ​certify that the statements are accurate.
B) ​delegate the responsibility for preparing the statements.
C) ​deliver the statements to the appropriate SEC officer.
D) ​prepare the statements.

E) C) and D)
F) A) and B)

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Flo, a salesperson for Gear Oil Corporation, learns that the firm will increase the dividend it pays to shareholders. She buys 10,000 shares of company stock. When the dividend is announced to the public and the price of the stock increases, she sells his shares for a profit. She would not be liable for insider trading if the information about the dividend was​


A) ​material when she sold the stock.
B) ​available to the public after she bought the stock.
C) ​available to the public before she bought the stock.
D) ​forward-looking when she bought the stock.

E) None of the above
F) A) and C)

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Medico Corporation is a public company whose shares are traded in public securities markets. Medico's officers want to set up and maintain a system of "good corporate governance." What is "corporate governance"? What is its practical significance? What, at a minimum, should a "good" system of corporate governance include?​

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Corporate governance is the relationship...

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Fact Pattern 7-2 Ben, an accountant for AirLift, Inc., a ride service, learns of undisclosed company plans to distribute a new app. Ben buys 10,000 shares of AirLift stock. He reveals the company plans to Carly, who buys 5,000 shares. Carly tells Don, who tells Erwin, and each buys 1,000 shares. They know that Carly got her information from Ben. When AirLift publicly announces its new app, Ben, Carly, Don, and Erwin sell their stock for a profit. -Refer to Fact Pattern 7-2. Under the Securities Exchange Act of 1934, Carly is most likely​


A) ​liable for insider trading.
B) ​not liable because Carly did not prevent others from profiting.
C) ​not liable because Carly did not solicit information from Ben.
D) ​not liable because Carly does not work for AirLift.

E) A) and D)
F) None of the above

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Guitar Factory Corporation files a registration statement and delivers a prospectus to the appropriate parties. These items are intended to enable the evaluation of certain financial risks by​


A) market professionals to explain to all investors.
B) ​government regulators to disclose to the general public.
C) ​sophisticated investors only.
D) ​unsophisticated investors.

E) B) and C)
F) A) and D)

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When a security is exempt from the registration requirements, its offering is also exempt from the provisions of the Securities Act of 1933.

A) True
B) False

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The Securities and Exchange Commission does not regulate the content of proxy statements.

A) True
B) False

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Brian, the chief executive officer of Chairs & Tables, Inc., intentionally understates the amount of the firm's debts in information provided to investors as part of an issue of stock. Darla buys the stock and suffers a loss. Brian may be subject to​


A) government prosecution and a private investor's suit.
B) ​negative publicity but no criminal prosecution or civil suit.
C) ​only government prosecution.
D) ​only the private investor's suit.

E) A) and D)
F) A) and B)

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Small-business issues can use an integrated registration and reporting system that requires simpler forms than the full registration system.

A) True
B) False

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Spectrum Paints Inc. is a public company whose shares are traded in the public securities markets. Under the Sarbanes-Oxley Act of 2002, the firm is subject to the direct corporate governance requirements of​


A) any other public company with which the firm exchanges shares.
B) ​any state in which the firm does business.
C) ​the federal government.
D) ​the state in which the firm incorporated.

E) B) and D)
F) A) and D)

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Rico does not work for Street Bikes Company, but wrongfully obtains inside information concerning the firm. Based on the information, Rico buys and sells Street Bikes stock for personal gain. The Securities and Exchange Commission prosecutes Rico, arguing that he is liable because he stole information rightfully belonging to another. This argument is​


A) ​the blue-sky theory.
B) ​the misappropriation theory.
C) ​the free-writing prospectus theory.
D) ​the tipper/tippee theory.

E) A) and C)
F) B) and C)

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While the Securities and Exchange Commission reviews a registration statement for completeness, most issuers can distribute a free-writing prospectus.

A) True
B) False

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While the Securities and Exchange Commission reviews a registration statement for completeness, the securities can be offered for sale but not sold.

A) True
B) False

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As part of a stock offering for Design Studio Corporation, the firm's accountant Eve intentionally misrepresents material facts in the prospectus. Fred buys the stock unaware of the misrepresentation and suffers a loss. Eve may be subject to​


A) ​none of the choices.
B) ​job termination but no other sanctions, penalties, or liability.
C) ​a fine, imprisonment, and damages.
D) ​professional censure but no criminal sanctions or civil liability.

E) A) and C)
F) B) and D)

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